Sarah Gold

Sarah Gold

Proskauer Rose LLP

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Delaware Independent Director Liability in Control Buyout Cases

The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more

2/17/2015 - Breach of Duty Buyouts Controlling Stockholders DE Supreme Court Delaware General Corporation Law Fiduciary Duty Going-Private Transactions Independent Boards Pleading Standards Shareholder Litigation Shareholders

Second Circuit Affirms Dismissal of Madoff Trustee’s Six-Year Transfer and Preference Claims

With several billions of dollars ultimately at stake, the Second Circuit has affirmed that Section 546(e) of the Bankruptcy Code, a safe-harbor protecting certain securities-related payments from bankruptcy “claw backs,”...more

12/23/2014 - Bankruptcy Code Bernie Madoff Dismissals Preferential Transfers

Demand Futility in Delaware Derivative Actions

Although they often involve overlapping issues, shareholder derivative lawsuits are fundamentally different from securities class actions. While the object of a securities class action is to hold the company (and, perhaps,...more

10/8/2014 - Class Action Demand Futility Derivative Suit Shareholder Litigation

Delaware Supreme Court Issues Decision Upholding Collateral Estoppel in Shareholder Derivative Actions

The Delaware Supreme Court issued a decision on April 4, 2013, in Pyott v. Louisiana Municipal Police Employees' Retirement System concerning duplicative shareholder derivative actions and the "race to the courthouse" that...more

4/8/2013 - Board of Directors Collateral Estoppel Derivative Suit Full Faith and Credit Pre-Suit Notice

U.S. Supreme Court Rejects Need to Prove Materiality at Class-Certification Stage in Securities Class Actions

The U.S. Supreme Court ruled on February 27, 2013 that a plaintiff need not prove materiality as a prerequisite to obtaining class certification in a securities class action. The Court's ruling in Amgen Inc. v. Connecticut...more

2/28/2013 - Amgen Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Rebuttable Presumptions SCOTUS Securities Fraud Securities Litigation

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